Terms & conditions
Contractual partners
Based on these terms & conditions, a contract is concluded between the customer, who is not a consumer within the meaning of Section 13 of the German Civil Code (BGB), but a entrepreneur (natural or legal person or a partnership with legal personality who or which, when concluding a legal transaction, acts in exercise of their trade, business or profession (Section 14 BGB)), and
emscon GmbH
Product: Dr. Plano
Technologie- und Gründerzentrum Darmstadt (HUB31)
Hilpertstraße 31
64295 Darmstadt
Germany
Email:
Web: dr-plano.com
VAT ID number: DE343026199
Register court: district court Darmstadt
Register number: HRB 101907
Managing directors: Milad Sadinam, Masoud Sadinam, and Mojtaba Sadinam.
Only those who operate a cultural or sports facility or offer similar services and whose activities fall under one of the Merchant Category Codes (MCC) listed below or similar are permitted as contractual partners for the online payment feature without additional written special authorization:
- 7032: Sporting and Recreational Camps
- 7941: Athletic Fields, Commercial Sports, Professional Sports Clubs, Sports Promoters
- 7997: Clubs–Country Clubs, Membership (Athletic, Recreation, Sports), Private Golf Courses
In addition, the contractual partner's registered office (seat) must be located in one of the countries supported by Dr. Plano (more on this in the section »conclusion of contract«).
As soon as one of the above conditions is not met, written authorization must be obtained from emscon GmbH before the contract is concluded and Dr. Plano is used.
Our terms & conditions apply exclusively. Conflicting or deviating terms & conditions of the client shall not apply unless emscon GmbH expressly agrees to their validity in writing or the client's terms & conditions do not contradict these terms & conditions.
emscon GmbH reserves the right to request certain official documents, including a copy of an identity card, a business registration, or an excerpt from the commercial register, and other data to identify the contractual partner. No contract will be concluded if the potential contractual partner refuses to provide these documents and data. In principle, however, emscon GmbH is not obliged to verify the customer's identity.
For online payment, the contractual partner is obliged to enter into a direct contract with the online payment service provider with which emscon GmbH works in addition to the contract with emscon GmbH. For more information, see section »Conclusion of contract for online payment« of this contract.
Subject matter of the contract
The subject matter of the contract is the internet- and browser-based scheduling, management, and booking software with integrated online payment, Dr. Plano, provided by emscon GmbH for leisure and cultural institutions. The provision includes the development, maintenance, and customer service for Dr. Plano. The functional scope encompasses the features listed in the general program description on the website https://www.dr-plano.com. emscon GmbH reserves the right to modify services provided free of charge on the website, to make new services available either free of charge or for a fee, and to discontinue the provision of free services at any time. In doing so, emscon GmbH will consider the customer's legitimate interests.
Dr. Plano provides the customer with the technical possibility and authorization to access the software application via telecommunications and use the software application's functionalities within the scope of this contract. In addition to the customer, authorized users are all employees, freelancers, or employees provided by the customer's service providers for whom the customer has created a user account.
As part of the booking system, the customer can integrate Dr. Plano's plugin on their website. Via this plugin, they can publicly submit booking offers and make them directly bookable for interested parties and, if applicable, payable online.
As part of the online payment, Dr. Plano provides an interface to the online payment service provider through which the customer can use the provider's services to make online payments. This initially includes the initial setup (onboarding) with the online payment service provider, which requires the identification of the customer legally required by law (Know Your Customer policy); furthermore, the setup of an online payment account with the online payment service provider for the customer and the possibility of using online payment for its offers. Dr. Plano provides the first and second-line customer service for online payment. The online payment service provider offers third-line customer service in the background to support emscon GmbH in answering customer queries. First and second-line customer service comprise all technical areas in Dr. Plano for which emscon GmbH is responsible. Third-line customer service covers all technical areas for which the online payment service provider is responsible.
Compliance with retention obligations, e.g., of a commercial or tax nature, is expressly excluded from the contractual scope of services. These are subject to longer-term data protection, for which the customer is responsible. Dr. Plano shall not be liable for any damage incurred by the customer due to data loss if the damage could have been avoided if the customer had regularly and completely saved all relevant data. The customer shall carry out a regular and complete data backup himself or have it carried out by a third party and is solely responsible. If the customer transfers the data backup task to a third party, he must create a user account with appropriate authorizations for this third party. Data is backed up via exports in a structured, common, and machine-readable format.
Right of use
emscon GmbH grants the customer and its employees the non-exclusive and non-transferable right to use the software specified in this contract for the duration of the contract within the scope of the functionality associated with the software as intended. The product description in the version valid at the time of the conclusion of the contract is an integral part of the user agreement. If emscon GmbH provides new services or further develops existing services, these will be announced via the usual channels and added to the user agreement. The intellectual property rights of emscon GmbH remain unaffected by the right of use, and this contract does not transfer any of these rights to the contractual partner. It is expressly pointed out that the customer is not entitled to reproduce, decompile, or pass on any unauthorized material.
Correct data collection
If the customer collects, processes, or uses personal data itself or through or in connection with the use of Dr. Plano or other software provided by emscon GmbH through or based on this contract, it guarantees that it will obtain the necessary consent from data subjects before collecting or processing the personal data when using Dr. Plano and this is not permitted by law. In addition, the customer guarantees that it is authorized to do so in accordance with the applicable regulations, in particular the General Data Protection Regulation (GDPR), and indemnifies emscon GmbH against any claims by third parties in the event of non-compliance. Lastly, the customer must consider all intellectual property rights and copyrights (e.g., when transferring third-party data to emscon GmbH servers).
emscon GmbH does not check the stored data and content for legal admissibility of collection, processing, and use (e.g., in accordance with the GDPR). emscon GmbH is only authorized to process or use customer-specific data according to the customer's instructions and is subject to applicable data protection law restrictions. In particular, emscon GmbH is not permitted to make customer-specific data accessible to third parties in any way whatsoever without the customer's prior consent. Further information on the data processing of personal data and privacy policy can be found at General Data Protection Regulation and Privacy Policy.
Copyright and circle of users
The customer is not entitled to use Dr. Plano beyond the use permitted under this contract, to have it used by third parties, or to make it accessible to third parties. In particular, the customer is not permitted to reproduce, sell, or transfer Dr. Plano or parts thereof for a limited period of time, especially not to rent or lend it. In addition, the Internet addresses (URLs), the websites, the logos, and all page headings, graphics, icons on buttons, and lettering of Dr. Plano may not be reproduced, copied, edited, changed, supplemented, or used without the prior consent of emscon GmbH.
The customer is obliged to keep the access authorizations assigned to him and other users secret, not pass them on to unauthorized persons, and protect them from access by third parties. If the customer suspects unauthorized persons have obtained access data and/or passwords, the customer shall inform emscon GmbH immediately.
In the event of an unauthorized transfer of use or culpable facilitation of the use of Dr. Plano, emscon GmbH has the right to claim damages.
Prohibited goods and services
The customer is required not to use Dr. Plano improperly or allow it to be used improperly, particularly not to transmit any information with immoral or illegal content and not to use Dr. Plano to offer illegal services or goods. In addition, the customer is required to point out any information that serves to incite hatred, incites criminal acts, glorifies or trivializes violence, is sexually offensive or pornographic, is likely to seriously endanger the morals of children or young people, or impair their well-being, or could damage the reputation of emscon GmbH.
The customer is also required to use Dr. Plano only for offerings that are related to cultural or sports activities (see the »contractual partners« section of this agreement). Otherwise, the customer must obtain prior written approval from emscon GmbH before using Dr. Plano. Approval granted by emscon GmbH in no way constitutes legal advice or an assessment of the legality of the customer’s products or services. The customer is solely responsible for ensuring that their products and services comply with applicable laws and do not violate the terms & conditions of the online payment provider or credit card organizations (
The customer assures Dr. Plano will only be used for sales in his name. Furthermore, the customer will only use the booking system and the online payment services for the types of products and services that the customer has specified during onboarding for the online payment services. In particular, the customer confirms that the online payment services will not be used for product or service types listed on the list of prohibited products and services of the online payment service provider. The customer must explicitly agree to comply with this list during the onboarding process.
Measures against fraud
In general, emscon GmbH may make the use of the Dr. Plano features and their scope dependent on certain conditions, such as verification of login data, duration of use, account type (test/real account), status of customer rating, payment behavior, or the submission of certain proofs (e.g., proof of identity, purchase, payment, or ownership). emscon GmbH may, in particular, restrict a customer's sales activities under certain conditions.
As part of the online payment, the online payment service provider will process payments on behalf of the customer for transactions carried out via Dr. Plano. For this purpose, the customer concludes a contract with the online payment service provider when registering for the online payment and must provide information about themselves and/or their company for identity checks and verification in accordance with money laundering and other regulations.
If emscon GmbH or the online payment provider determines at any time that the business information provided by the customer during onboarding is incorrect or has changed without prior notice to emscon GmbH or the payment provider, or if the customer violates any of the conditions listed above, the payment services may be suspended and/or terminated with immediate effect. Furthermore, fines may be imposed by credit card organizations (
emscon GmbH reserves the right to withhold online payments and online balances in the event of suspected fraud or imminent chargebacks until the matter has been clarified, during which the customer is obliged to do everything in his power to help clarify the case.
emscon GmbH reserves the right, in cooperation with the online payment service provider, to take precautions to prevent fraud and, in justified cases, to prevent the sale of products and services via Dr. Plano and their online payment. emscon GmbH also has the right to release offers only after a review. As a last resort, emscon GmbH also has the right to temporarily or permanently deactivate certain features of Dr. Plano (in particular sales and online payment) or the customer's entire account in the event of repeated violations by the customer, the customer's refusal to cooperate in cases of fraud or repeated payment disputes (chargebacks) and after several warnings by emscon GmbH to the customer. The customer otherwise acknowledges that fraud prevention tools do not guarantee absolute security against fraud and criminal activity.
In the case of online payments, emscon GmbH is also authorized to temporarily or permanently disable certain payment methods for a customer or Dr. Plano as a whole, depending on the risk assessment. This applies, in particular, to payment methods with an increased risk of payment disputes (chargebacks), such as SEPA core direct debits. In addition, emscon GmbH may be denied access to certain payment methods by the online payment service provider for risk considerations or technical reasons. This does not affect emscon GmbH's economic assessment of which payment methods it offers in which countries.
Customer requirements for the service provision
Dr. Plano is accessed by telecommunications. The provision of these prerequisites and the telecommunications services, including the transmission services from the server to the devices used by the customer and its employees, are not the subject of this contract but are the customer's responsibility. The customer shall also bear the costs of provision. emscon GmbH is not responsible for any advice in this regard. Prerequisites for use are, in particular:
- Internet connection – wired (at least 6 Mbit/s) or wireless (at least 3G).
- PC with operating system, whereby only operating systems still supported by the respective manufacturer are supported.
- If tablets or mobile devices are used, then iOS or Android devices are supported.
- Web browser with cookies and JavaScript enabled. Supported browsers include: Google Chrome, Microsoft Edge, Mozilla Firefox, Safari (macOS & iOS), and Android Chrome – in each case, the last two major releases.
Availability or unavailability of Dr. Plano
emscon GmbH will fulfill all reasonable expectations to ensure the availability of the software. Excluded from this are restrictions due to maintenance work or the implementation of updates and improvements. Furthermore, times of disruption caused by the infrastructure condition not provided by emscon GmbH or its vicarious agents and times of disruption not caused by emscon GmbH or its vicarious agents are excluded. The customer acknowledges that access to the services, the technical infrastructure, the website, and the software of Dr. Plano, regardless of whether these are operated by emscon GmbH or its vicarious agents, may occasionally be restricted to enable repairs, maintenance work, or the introduction of new features or services. In the event of a temporary restriction of the availability of Dr. Plano due to updates, all users will be notified in good time. Should the Dr. Plano service be discontinued by emscon GmbH because it cannot continue operations, the data generated through the use of Dr. Plano will be made available to the respective customer.
Conclusion of contract
These general terms & conditions apply to the contract. If an individual agreement with the customer deviates from the provisions of the general terms & conditions, this shall take precedence in accordance with section 305b of the German Civil Law Code (BGB). An individual agreement deviating from the general terms & conditions is valid if this agreement is in written contract form or has been clearly confirmed by emscon GmbH via email. emscon GmbH reserves the right to amend these general terms & conditions at any time if there is good cause to do so. emscon GmbH will notify the customer of such changes by email at least 30 days before the planned effective date of the changes. emscon GmbH will indicate which specific passages of the terms & conditions are to be changed. If the customer does not object within 30 days of receipt of the notification and continues to use the website after the expiry of the objection period, the changes shall be deemed to have been effectively agreed from the expiry of the deadline.
The contract is concluded exclusively in e-commerce via the registration system on the website https://www.dr-plano.com. The offers presented represent a non-binding invitation to submit an offer through the customer order, which the provider can then accept.
General conclusion of contract
The order process for concluding a contract comprises the following steps in the registration system:
- The future customer needs to create a free trial account, valid for 14 days, which will automatically expire after that period. They must click the »start free trial« button on the website https://www.dr-plano.com and provide personal details, the legal form of their business, the country where they operate, and their contact information. Then, they need to click the »sign up« button.
- After this step, the customer receives an email to the address they have provided, asking them to confirm their account. This is done by clicking on the »confirm account« button in the email.
- After activating their account, the customer can log in to the website https://www.dr-plano.com with the email address they have provided and password and continue the order process there. This is done by clicking on the »login« button on the website https://www.dr-plano.com
- To continue the order process, the customer must click on the »test account« button (top right) in their account and fill in or complete the following fields: details of the company, the management, the billing address, details of the contact person for scheduling, booking system, and invoices. As a last step, details of payment information need to be provided. After completing the form, the customer clicks the »buy now« button.
- Before completing the order, the customer receives a control page with an overview of the information provided. They can check the data there and change it if necessary. The change is made by clicking the »cancel« button, which takes the customer back to the previous page, where they can correct the information.
- The customer must issue the contractual partner (emscon GmbH) a SEPA core direct debit mandate for recurring direct debits on the control page. The mandate is issued via a checkbox that the customer must tick. In addition, the customer must agree to the terms & conditions and privacy policy by ticking another checkbox. Last but not least, by ticking another checkbox, the customer must consent to the processing of personal data. Only then can the customer click the »buy now« button to complete the purchase process.
The contract is concluded when the order confirmation is sent.
Conclusion of contract for online payment
Online payment is provided in cooperation with an online payment service provider that acts as a data processor. Therefore, to use the online payment services, the customer enters into a separate contract with the online payment provider in addition to the contract with emscon GmbH (see section below for more details). The customer will be denied access to the online payment services if this contract with the payment service provider does not come into effect or is later terminated. The customer must also complete the payment provider's onboarding process to activate the online payment services. As part of this process, the customer’s data is reviewed in accordance with the Know Your Customer (KYC) requirements, as legally required and mandated by credit card organizations (
emscon GmbH supports the customer with all means at its disposal in concluding the contract with the online payment service provider. However, the customer should be aware that emscon GmbH is not ultimately responsible for the conclusion of a contract with the online payment service provider and that emscon GmbH does not have the authority to decide on this. The online payment service provider alone decides on the conclusion of a contract. If such a contract between the online payment service provider and the customer is not concluded or if the online payment service provider terminates the contract, the online payment services of Dr. Plano cannot (or can no longer) be used. The online payment service provider will refuse to conclude or terminate the contract if the documents required to verify the customer data in accordance with the KYC principle are missing or have not been submitted in full or if the customer is unable to comply with or violates the legal requirements or the requirements of payment methods such as credit card organizations (
In cooperation with the online payment service provider, emscon GmbH will enable the customer to connect to the online payment service provider's systems and thus use the payment services, and support the customer in using the services to be provided by the online payment service provider. For this purpose, the customer instructs the online payment service provider to grant emscon GmbH access to its data and settings stored with the online payment service provider and authorizes emscon GmbH to manage these on behalf of the customer.
Ordering/setting up the online payment services requires the following steps:
- The customer can only start setting up the online payment services once their account has been converted to a real account and the steps for the general conclusion of the contract have been completed (see section »general conclusion of contract«).
- After logging into their account, they can set up the online payment services at online payment.
- After taking note of the list of prohibited products and services and the terms & conditions of the online payment service provider, the customer can start setting up and onboarding for online payment by ticking the checkboxes and clicking on the »start Adyen's onboarding« button.
- The customer must then provide data and documents relating to the company, bank account, and beneficial owner of the company or business on a page provided by the online payment service provider.
- After completing all the forms, submitting the necessary documents, and checking their details, the customer can click the »Finish« button.
- As soon as the online payment service provider has checked the details and documents and has made a decision, the customer will be informed via the usual channels in Dr. Plano about the result and any further steps required.
- The customer is obliged to inform emscon GmbH and the online payment service provider immediately of any changes to their details and data. They fulfill this obligation by updating their details and documents on the pages online payment and account & location.
As soon as the customer has received the information that the onboarding with the online payment service provider has been successfully completed and the online payment has been activated, the customer can use all functionalities of the online payment services in Dr. Plano. The customer should be aware that the online payment service provider may be obliged to obtain further data and documents from the customer in the event of legal changes or changes to the terms of use of payment methods such as credit card organizations (
Term of contract
The contract relates to recurring/permanent services. The contract with emscon GmbH is concluded indefinitely and is valid until one of the contracting parties terminates the contract. Each contracting party has the right to terminate the contract with a notice period of 1 month to the end of the month without giving reasons. The right to extraordinary termination for good cause, particularly the repeated breach of the main contractual obligations, remains unaffected. Termination is only effective if it is made in text form.
Extraordinary termination and cessation of service provision by emscon GmbH
If one of these cases occurs – although not exclusively – emscon GmbH has the right to terminate the contract extraordinarily and cease the provision of all services with immediate effect, irrespective of previous provisions, and without observing deadlines:
- The customer is in arrears with payment of the usage fee for two consecutive months.
- The customer's services and products obviously violate the legal requirements.
- The customer has changed the business area without informing emscon GmbH immediately and in writing and without obtaining written permission from Dr. Plano for further use.
- The customer has violated the terms & conditions of emscon GmbH or those of other partners, such as the online payment provider or credit card organizations (
icon(cc-mastercard) icon(cc-visa) ). - The online payment service provider or one of its partners, such as the merchant bank (acquirer) or the credit card organizations (scheme owner), request emscon GmbH to discontinue the services for the customer.
- emscon GmbH has reasonable grounds to suspect that the customer is insolvent or about to become insolvent, unable to meet its obligations to emscon GmbH and its buyers, and that the services and products offered are not being provided to an appropriate standard.
The customer should bear in mind that they are entering into a direct contract with the online payment service provider for the online payment services and that emscon GmbH does not decide whether this contract between the customer and the online payment service provider is concluded or terminated. The conditions under which the contract is successfully concluded or terminated after a certain period can be found in the terms & conditions and the terms of use of the online payment service provider or its partners, such as the merchant bank (acquirer) or the credit card organizations (scheme owner).
Pricing and fees
The prices and services shown on the website https://www.dr-plano.com or the relevant subpages when the contract is concluded shall apply. All prices are net prices and do not include legal VAT.
emscon GmbH has the following pricing and fee types
Tiered pricing for scheduling
emscon GmbH offers the customer various tiered pricing options for scheduling. These options include the use of Dr. Plano with different numbers of users. Users are all permission types (administrators or employees) within an account who have their own personal access to Dr. Plano via email address and password. Once a user limit within a pricing tier is reached, emscon GmbH will notify the customer when creating a new user that this will immediately trigger a higher tiered pricing rate for the entire month. By creating the new user in Dr. Plano, the customer agrees to this change to a higher pricing tier. The customer can then create additional users up to the next user limit. If this limit is exceeded, the customer is again notified that the current upper limit has been reached. Each month, the customer's maximum number of users determines the final monthly pricing tier – deleted users are excluded from the user count. If the customer falls below a user limit for a lower pricing tier within the same month, the lower tier will apply only in the following month.Booking system fees
The customer must pay a percentage fee for each booking made for an offer (courses, events, slots, etc.). There is also an absolute fee for each participant. This fee is determined based on the number of participants specified in a booking, regardless of the age or other characteristics of the participants. The percentage fee is calculated on a pro-rata basis based on the amount of money to be paid by the end customer for a booking. This fee is based on the gross amount (end customer price). The absolute and percentage fees are tiered and based on the total monthly number of participants and the total monthly gross volume of the customer. The correct tiered fee structure for the customer is determined once a month and forms the basis for the fees charged to the customer for the same month. When calculating the fees, the determined tiered fee structure is applied to the total number of participants and the total gross volume of the same month. It is expressly pointed out that for companies with several locations, the total number of participants and the total gross volume are considered for each location and not added up across all locations. Accordingly, the applicable tiered fee structure is determined for each location, which may result in different fee structures for the different locations. For the calculation of the booking fees, it is also irrelevant whether the booked service (course, event, slot, etc.) actually takes place or fails for reasons for which emscon GmbH is not responsible. These reasons include, for example, the cancellation of a booking, the non-appearance of participants despite a booking, and the like. emscon GmbH calculates the fees incurred after the completion of the booked offer. Changes to the number of participants or the fees after the completion of an offer can no longer be considered.Gift card sale
The customer must pay a percentage and absolute fee for each gift card sold or issued. The percentage fee is calculated pro rata from the starting balance and expressly not from the booking fee of the gift card sold or issued. The absolute fee is charged for every gift card sold or issued – except for marketing gift cards, for which only the percentage fee is charged. It is expressly pointed out that, unlike the fees for the booking system, the fees for gift card sales are not tiered and always remain the same regardless of the number of gift cards sold or issued. It is also irrelevant for the calculation of fees whether the sale or issue of the gift card is successful or fails for reasons for which emscon GmbH is not responsible. These reasons include, for example, the cancellation of a gift card, the failure to deliver the gift card, or the failure of a payment by an end customer. Finally, it should be noted that how the gift card is sold or issued is also irrelevant to the calculation of fees: Gift cards sold or issued via the POS interface, for example, are subject to the same fees described above.Online payment fees
The customer must pay a fee for each online payment made, which may consist of a percentage and an absolute fee. The respective fees for the various payment types (received payment, refund, payout or top-up of the balance, chargeback, etc.) can be found on the website https://www.dr-plano.com and the relevant subpages. The fees are incurred immediately when the online payment is made and are deducted directly from the customer's online balance. For the calculation of the fees, it is otherwise irrelevant whether the online payment actually takes place or fails for reasons for which emscon GmbH is not responsible. Fees will never be refunded in part or in full under any conditions. In addition, the customer must pay a one-time fee to set up the online payment (onboarding). The exact pricing for this can be found on the above-mentioned pages.
Pricing update and discount
emscon GmbH reserves the right to grant individual customers or a group of customers a discount in the form of a price reduction that enables the use of Dr. Plano at a reduced price. A right to use Dr. Plano free of charge may also be granted to individual customers at the discretion of emscon GmbH, always considering the economic efficiency and usefulness of such a grant and the interests of other customers. Such discounts or free use serve the overall interests of the company. A discount or free use granted by emscon GmbH does not give rise to any general entitlement on the part of the customer. Discounts and free use are always limited in time and to the individual. emscon GmbH reserves the right to terminate the discount or free use after the expired time limit. The conditions for a discount or free use will be communicated to the customer in a timely manner via the usual channels.
It is expressly pointed out that promotional discounts or permanent discounts that have been or will be granted to customers of emscon GmbH do not apply to the online payment fees, and these are excluded – unless a discount is explicitly given (also) on the online payment fees.
Monthly tiered pricing will be paid pro rata for the rest of the month, starting on the day of operational provision. If tiered pricing is to be charged for parts of a calendar month, it shall be calculated for each day of use pro rata to the total days of the month based on the monthly tiered pricing.
emscon GmbH reserves the right to make pricing updates at any time that are economically reasonable for the company and, therefore, have a significant economic reason. At the same time, the customers' interests will be considered. emscon GmbH will inform the customer of such changes by email at least 30 days before the planned entry into force of the changes. emscon GmbH will indicate which specific pricing updates are to take effect. If the customer does not object within 30 days of receipt of the notification and continues to use the website even after the expiry of the objection period, the changes shall be deemed to have been effectively agreed from the expiry of the deadline. This regulation excludes pricing updates that have come about directly due to external cost increases and are communicated as such, for example, in the event of a price increase or new prices by the online payment service provider, which would automatically increase the costs per online payment.
Delivery and shipping costs are not incurred. The service shall be deemed to have been provided ready for operation as soon as the customer has been granted access to the system.
Terms of payment
Any right of retention of the customer which is not based on the same contractual relationship is excluded.
The customer is obliged to notify emscon GmbH immediately of any defects in contractual services. If the customer fails to notify emscon GmbH in good time for reasons for which it is responsible, this shall constitute contributory negligence. If emscon GmbH is unable to remedy the situation due to failure or delay in notification, the customer is not entitled to reduce the usage fee of the contract in whole or in part, to demand compensation for the damage caused by the defect, or to terminate the contract extraordinarily due to the defect.
Offsetting with the customer's claims is excluded unless these are undisputed or have been legally established.
During the validity period of this contract, emscon GmbH is authorized to process and use the customer's data (e.g., for billing services) within the scope permitted by data protection law. Upon termination of the contract of use, emscon GmbH is no longer authorized to use this data. It will delete the data within 80 days of the end of the contract. The data can be handed over to the customer on a data carrier against reimbursement of costs.
Unless otherwise agreed with the customer, the euro is considered the standard currency for billing. As a reference rate for currency management, emscon GmbH uses the daily average of exchange rates from fixer.io.
Scheduling, booking system & gift card sale
The customer only has the following option for payment: SEPA core direct debit scheme in the euro currency. If the invoice amount is specified in a different currency, emscon GmbH will use the daily average of exchange rates from fixer.io as the reference rate for currency management. Other payment methods are not offered and will be rejected. For the SEPA direct debit procedure, the customer must provide their bank details (account holder and IBAN and, if applicable, BIC). When placing the order, the customer agrees to verify the accuracy of their personal and contract-related data (e.g., name, address, bank details, e-mail address). A written SEPA mandate will be waived. The waiver is hereby declared to the customer's bank, the creditor's bank, and the creditor. The customer agrees to the transmission of this waiver to the aforementioned parties.
The monthly invoice amount will be debited by emscon GmbH via direct debit based on the customer's authorization from their specified bank account. If the customer is not the account holder of the specified bank account, the client shall ensure that the account holder's consent to the direct debit has been obtained. The customer must also ensure that the specified bank account has sufficient funds.
The customer agrees that the advance notice (creditor ID, mandate reference, amount, and due date) for the first SEPA core direct debit will be provided on the 15th of the month following the creation of the real account. The advance notice is provided through digital billing and sent to the email address provided by the customer during the order process. Invoices are always issued retroactively for the previous month. The customer accepts that the usual 14-day advance notice period before the SEPA direct debit payment is shortened to one day before the due date and is fulfilled through digital billing. The financial institution will process the debit using the creditor identification number DE94ZZZ00002420464. Payment is due in full upon the invoice date without any deductions.
If a direct debit is returned by the customer without justification or if the collection of the payment from the customer's bank fails for reasons for which the customer is responsible – in particular due to insufficient funds, incorrect or invalid bank details, or objection – the customer is obligated to ensure that sufficient funds are available or that the reason for the payment disruption is rectified so that, in addition to the outstanding amount, a return debit fee of €10.00 can be collected after 10 workdays at the latest.
Online payment
Deduction of fees: The fees incurred by online payments by end customers are deducted directly from the respective payment amount. The amount available after deducting the fees is then added to the customer's online payment account as an online balance. For certain fees of the online payment function, the fee due cannot be deducted from an online payment but must be deducted from the online balance on the customer's online payment account with the online payment service provider. For this purpose, the customer authorizes emscon GmbH to deduct the fees directly from the balance on the customer's online payment account. Such a deduction from the online payment account shall be made in the following cases:
- Payment dispute (chargeback): Chargebacks and fees resulting from a payment dispute (chargeback) are initially deducted from emscon GmbH's online payment account and not from the customer's online payment account. emscon GmbH then debits the total amount from the customer's online payment account and credits it to its own online payment account with the payment service provider.
- Payout of online balance: The fee incurred for the payout of balance to the customer's bank account is debited from the customer's online payment account and credited to emscon GmbH's online payment account.
- Refunds to end customers: Fees for refunds cannot be deducted directly from the payment amount, which is why they are debited from the customer's online payment account.
- Failed online payments by end customers: If a payment subsequently fails, the entire payment amount, including the fee that emscon GmbH had debited from it, will be refunded. In such cases, emscon GmbH will debit the applicable fee again from the customer's online payment account.
- Failed balance top-up: If a top-up of the customer's online balance fails, e.g. because the customer's bank account was not covered, the fee incurred is debited from the customer's online payment account.
Billing: For the calculated monthly fees, the customer will receive an invoice on the 15th of the following month, which is typically already settled either through the direct deduction of fees from payments or through the debiting of fees from the customer’s online payment account. In exceptional cases – e.g., if there is an insufficient online balance in the customer's online payment account – outstanding amounts may be invoiced, which will then be settled by SEPA core direct debit. The same conditions apply as outlined above in the section »Scheduling, booking system & gift card sale«.
Payment dispute (chargeback): Receipt of payment in no way implies the right to withhold the payment amount, as payment services generally grant the payer the right to make a chargeback. If a chargeback is received, the customer is obliged to return the payment amount, even if the amount has already been credited or even paid out. If the customer does not have sufficient balance with the online payment service provider (online balance) to cover the payment dispute, its refund, and any fees incurred, emscon GmbH will first attempt to automatically top up the customer's online balance via a SEPA core direct debit from the bank account registered with the online payment service provider (see below for more information). If this is not possible, emscon GmbH will issue an invoice to the customer, which must be paid immediately.
Automatic top-up: The customer authorizes emscon GmbH to automatically top up their online balance by automatically executing SEPA core direct debits from the bank account registered with the online payment service provider. The automatic top-up is carried out to offset negative account balances in the online balance or to replenish the security deposit set up for the customer to its intended value (see below for more information on the security deposit).
Security deposit: The customer is obliged to always create a security deposit for their online balance. This is intended to secure their liquidity so that (automatic) refunds to their end customers or chargebacks resulting from payment disputes can be carried out successfully. The security deposit is primarily formed by withholding a portion of the online balance during the regular balance payout and not paying it out (see below for more information on the payout). If the customer's online balance falls below the intended security deposit amount, it is topped up by the shortfall using an automatic top-up via SEPA direct debit. The security deposit amount is determined automatically and regularly based on the amount of the customer's online payments in the previous months, as well as other security-related factors such as the chargeback rate. There is a minimum amount for the security deposit, which must be deposited regardless of the above-mentioned calculation factors. The customer will be informed of the amount of the retained security deposit each time a balance is paid out. emscon GmbH is entitled to adjust the amount and calculate the security deposit according to changes in circumstances at any time. The customer is not entitled to interest payments on the security deposit.
Payout of online balance: The online balance minus the security deposit will be paid out regularly to the customer's bank account deposited with the online payment service provider at the intervals specified by the customer. In the event of reasonable suspicion that the customer is not fulfilling his obligations or that the payments will be excessively affected by payment disputes (chargebacks), emscon GmbH will block deposits and/or withdrawals until the suspicion has been clarified and cleared up.
Obligations after termination of the contract or discontinuation of the online payment services: Even after the end of the contract with emscon GmbH and/or only with the online payment service provider or the discontinuation of the online payment services, the customer is obliged to pay for payment disputes (chargebacks), fees and fines that affect his payments when the customer was still in a contractual relationship with emscon GmbH or with the online payment service provider. After the end of the contract, emscon GmbH will block the customer's online payment account with the online payment service provider and pay out the customer's online balance to his deposited bank account; however, the customer's security deposit will not be paid out for up to 180 days to be able to settle any costs that may arise (see above for more information on the security deposit). After this security period, the deposit or the remaining balance is transferred to the last bank account specified for balance payouts. If the customer does not have enough online balance to cover the costs, emscon GmbH will first attempt to settle the missing amount by automatically topping up the account (see above for more information). If this is unsuccessful, emscon GmbH will issue an invoice, which must be paid via SEPA core direct debit. As a rule, the customer's online payment account with the online payment service provider can be reactivated if the customer decides to reuse it later. Reactivation is associated with processing fees for the customer.
Terms of delivery
The service is considered operationally ready once the customer is granted access to the system. emscon GmbH implements technical and organizational security precautions and measures in accordance with Article 32 of the GDPR. The customer is generally not entitled to request access to the premises where Dr. Plano's software application and other system components are located. However, the customer or their data protection officer is entitled to verify, in an appropriate manner, both before the start of data processing and regularly thereafter, that the technical and organizational measures required under Article 32 of the GDPR, as well as the obligations outlined in this contract, and the lawful and contractual handling of personal data, are being adhered to.
Reservations
The provider reserves the right not to deliver the promised service in the event of unavailability.
Right of withdrawal and customer service
The provisions for distance contracts do not apply to customers who are entrepreneurs. Therefore, the customer is not entitled to a corresponding right of withdrawal due to a distance contract. emscon GmbH does not grant such a right. The customer can reach our customer service at: emscon GmbH, Masoud Sadinam and Mojtaba Sadinam, Technologie- und Gründerzentrum Darmstadt (HUB31), Hilpertstraße 31, 64295 Darmstadt, Germany, Email:
Disclaimer of liability
Claims for damages by the customer are excluded unless otherwise stipulated in the following provisions. This also applies to the representative and vicarious agent of the provider if the customer asserts claims for damages against them. Excluded are claims for damages by the customer due to injury to life, body, health, or essential contractual obligations, which must necessarily be fulfilled to achieve the purpose of the contract (cardinal obligations). This exclusion also does not apply to claims for damages resulting from grossly negligent or intentional breach of duty by the provider or its legal representative or vicarious agent. The strict liability of emscon GmbH for damages (according to Section 536 a of the German Civil Code (BGB)) for defects existing at the time of the conclusion of the contract is excluded.
The customer is responsible for the correct reporting and payment of taxes. emscon GmbH assumes no responsibility for the calculation, reporting, or payment of taxes.
The customer is also aware that they risk dealing with minors or persons who appear under false names.
Claims and liability towards third parties
The customer shall indemnify emscon GmbH in accordance with the following paragraphs against all claims asserted by third parties against emscon GmbH. This indemnity includes claims by third parties arising from legal violations by the customer or their employees due to the misuse of the customer's or their employees' access data. The customer is obligated to cover the necessary costs of legal defense, including all incurred court, attorney, and patent attorney fees. These costs are limited to the statutory amounts under the Court Costs Act (GKG) and the Attorney Remuneration Act (RVG). The customer shall promptly provide emscon GmbH with all available information regarding the matter in question. The customer is not required to cover the costs if they are not at fault for the legal violation.
Liability when using the booking system, gift card sale, and online payment
The customer is solely responsible for the products and services it offers through Dr. Plano. emscon GmbH is an independent contractor, and the customer's products and services do not represent the opinion of emscon GmbH. Accordingly, emscon GmbH has no control over goods or services offered and sold through Dr. Plano, and emscon GmbH assumes no liability or responsibility for successfully completing the transaction between the customer and the purchaser. emscon GmbH also has no control over the gift card codes provided by the customer and assumes no liability for the unauthorized or fraudulent use of gift cards.
The customer shall indemnify emscon GmbH against any liability arising from claims related to Dr. Plano that result from a third-party infringement due to the products and services offered by the customer. The customer will cover the costs of necessary legal defense for emscon GmbH, including all court and attorney fees at the statutory rate. Additionally, the customer will bear any fines imposed on emscon GmbH by organizations or authorities. The customer should be aware that some credit card organizations (
- The use of a payment method other than the one for which the customer was explicitly authorized.
- The use of the payment method for products and services that are unlawful.
- The use of the payment method for products and services that have been explicitly prohibited by the payment service provider (e.g., pornographic content, weapons, drugs, and counterfeit goods).
- The use of the payment method not in their own name, but for third parties.
- The sale of the payment method's use to a third party.
- Exceeding the accepted limit for payment disputes (chargebacks) when using the payment method.
- The violation of security standards and security obligations regarding payment data as well as the misuse of this data.
- The use of the payment method for fraud that results in damage to the payer.
The customer is obligated to immediately, truthfully, and fully provide emscon GmbH with all information necessary to assess any claims and mount a defense in the event of a violation or claims brought by third parties. Since such penalties and fees from the online payment providers or credit card organizations (
The success of a booking or payment transaction may depend on other contractors and vicarious agents (such as online payment method providers, banks, and credit card organizations) for which emscon GmbH is not responsible and does not assume liability. emscon GmbH and these contractors operate independently, exercising their duties and powers autonomously and at their responsibility. Therefore, emscon GmbH will not be liable for delayed payments or loss of online balance if caused by third parties, such as due to failure to execute or insolvency of the provider.
Furthermore, the customer is informed that any decisions regarding payment disputes (chargebacks) are made solely by the online payment service provider in coordination with the buyer’s bank and, where applicable, other payment method providers such as credit card organizations (
- Receipt of a payment in no way implies the right to withhold the payment amount, as the payment services generally grant the payer the right to make a chargeback. If a payment dispute (chargeback) is received, the customer is obliged to return the payment amount, even if the amount has already been credited or even paid out. If the customer does not have sufficient balance with the online payment service provider (online balance) to cover the payment dispute and the resulting chargeback and fees, emscon GmbH will issue an invoice to the customer, which must be paid immediately, or automatically collect the missing amount by SEPA core direct debit (see section »Terms of payment«).
- The customer is required to retain an electronic copy of the booking transaction for a minimum of two years to provide the necessary documentation to the online payment provider and other involved parties, such as credit card organizations (
icon(cc-mastercard) icon(cc-visa) ), to help clarify the case in the event of a payment dispute (chargeback). Depending on the case, relevant documents may include communication with the payer, an invoice, or a shipping confirmation. In the event of an investigation by the online payment provider or other parties such as credit card organizations (icon(cc-mastercard) icon(cc-visa) ), the customer agrees to fully cooperate, which includes providing all requested documentation. This retention obligation does not affect the customer's responsibility to comply with any additional statutory data retention requirements. - The online payment service provider and its partners, such as the credit card organizations (
icon(cc-mastercard) icon(cc-visa) ) or other payment services, do not allow excessive payment disputes (chargebacks), as these cause additional costs for all parties and call into question the merchant's credibility, in this case, the customer. Therefore, if payment disputes (chargebacks) exceed a certain level (usually more than 0.5% of the total number of transactions, although the limit may vary depending on the payment service), the online payment service provider or one of its partners will exclude the customer from individual payment services or from using online payment altogether. Fines may be imposed on the customer, who will be fully liable for any resulting charges. - The customer should not use a different payment method for a refund than the one used to pay for a booking. If the customer refunds a payment amount using a method other than the original payment method, the original payment can still lead to a chargeback, meaning that the customer has to pay the payment amount twice. This is a typical method of fraud.
- If the online payment service provider suspects that the merchant, in this case, the customer, is not fulfilling its obligations or that the payments will be excessively affected by payment disputes (chargebacks), the provider will block the payments and payouts until the suspicion has been clarified and cleared up.
- Even after the end of a contract with the online payment service provider, the customer is obliged to pay for payment disputes (chargebacks) and fees relating to their payments when the customer was still in a contractual relationship with the online payment service provider.
Limitations of liability for minor claims
In the event of minor negligent breaches of duty, the liability of emscon GmbH and its vicarious agents shall be limited to the foreseeable damage typical for the contract. For minor negligent breaches of non-essential contractual obligations, where the breach does not jeopardize the execution of the contract, emscon GmbH and its agents shall not be liable. A contractual obligation is considered essential if its fulfillment is a prerequisite for the proper use of Dr. Plano services and the customer regularly relies on its compliance.
Exclusion of liability in the event of force majeure
emscon GmbH shall be released from the fulfillment of services under this contract in the event of and for the duration of force majeure, insofar as the non-fulfillment of services is due to the occurrence of this condition after the conclusion of the contract. Each party to the contract must inform the other immediately of the occurrence of a case of force majeure.
Circumstances of force majeure are, for example:
- fire/explosions or floods and other natural disasters for which emscon GmbH is not responsible
- War, civil unrest, strikes, expropriations, fundamental legal changes, and other circumstances for which emscon GmbH cannot be held responsible
- non-influenceable technical problems with the Internet or the power grid
Prohibition of assignment and pledging
The customer's claims or rights against the provider may not be assigned or pledged without the provider's consent unless the customer has demonstrated a legitimate interest in the assignment or pledge.
Language, place of jurisdiction, and applicable law
Only the German version of the contract is legally binding. The law of the Federal Republic of Germany applies exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. For consumers, this applies only to the extent that it does not restrict any mandatory legal provisions of the state where the customer has their residence or habitual abode. The place of jurisdiction for disputes with customers who are not consumers, legal entities under public law, or special funds under public law is the provider's registered office.
Severability clause
If any provision of this agreement is or becomes void, invalid, unenforceable, or impracticable (»defective provision«), the validity and enforceability of the remaining provisions of this agreement shall not be affected. Instead, the parties agree to replace the defective provision with one that most closely approximates what the parties would have agreed upon in line with the purpose and intent of this agreement had they been aware of the defect. If the defectiveness of a provision is based on a measure of performance or time (deadline or date), the provision shall be replaced by the legally permissible measure that most closely approximates the original one. The same applies to any gaps in this agreement. It is the express intention of the parties that this severability clause does not merely result in a reversal of the burden of proof but rather that Section 139 of the German Civil Code (BGB) is excluded in its entirety.
Implementation of the ODR Regulation
Online Dispute Resolution in accordance with Art. 14 (1) ODR Regulation: The European Commission provides a platform for online dispute resolution (ODR), which can be found here. Notice pursuant to Section 36 (1) No. 2 German Consumer Dispute Resolution Act (VSBG): emscon GmbH is not willing to participate in dispute resolution proceedings before a consumer arbitration board.